CURRENT REPORTPursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 8,
2013

ROCKY BRANDS, INC.

(Exact name of registrant as specifıed in its charter)

Ohio

001-34382

31-1364046

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identifıcation No.)

39 East Canal Street, Nelsonville, Ohio

45764

(Address of principal executive offıces)

(Zip Code)

Registrant’s
telephone number, including area code (740) 753-1951

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K fıling
is intended to simultaneously satisfy the fıling obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

On May 9, 2013, Rocky Brands, Inc. (the
“Company”) and certain of its subsidiaries (together with the Company, the “Borrowers”) entered into Amendment
No. 1 to Loan Agreement (the “Amendment”), which amends the Company’s Revolving Credit, Guaranty, and Security
Agreement with the lenders party thereto (the “Lenders”), and PNC Bank, National Association, as administrative agent
for the Lenders (the “Agent”). A copy of the Revolving Credit, Guaranty, and Security Agreement between the Borrowers,
the Lenders, and the Agent (the “Loan Agreement”) was filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K, dated October 20, 2010, filed with the Securities and Exchange Commission on October 21, 2010, and is incorporated herein
by reference. (All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.)

The Amendment provides greater flexibility
to permit the Company to pay dividends, make purchases of stock, redeem stock, and make other restricted payments to the Company’s
shareholders. The Amendment also updates the Loan Agreement for certain provisions required by the Agent, including anti-terrorism
and other requirements under the USA PATRIOT Act and the Office of Foreign Assets Control and certain tax and reporting requirements.

The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment. A copy of
the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See “Item 1.01 Entry into a Material
Definitive Agreement,” which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

On May 8, 2013, the Company held its annual
meeting of shareholders. The following directors were elected at the meeting according to the vote tabulation described below:

Director

Votes For

Votes Withheld

Non Votes

Mike Brooks

2,710,883

2,139,303

1,809,172

Glenn E. Corlett

2,502,597

2,347,589

1,809,172

Harley E. Rouda, Jr.

2,709,418

2,140,768

1,809,172

James L. Stewart

2,708,274

2,141,912

1,809,172

The shareholders voted on a resolution to
approve on an advisory, nonbinding basis the compensation of the Company’s named executive officers according to the vote
tabulation described below:

Votes For

Votes Against

Abstain

Non Votes

4,731,710

58,616

59,860

1,809,172

2

Finally, the shareholders ratified the selection
of Schneider Downs & Co., Inc. as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2013, according to the vote tabulation described below: